Outages and Interruptions Outages.
5Notices A. 5.1Any notice or other communication which is to be given by either Party to the other shall be issued by the E-Sourcing Messaging Facility. Where, for legal or other reasons, this is not possible, notice shall be given by letter, (sent by hand or post, registered post or recorded delivery), or transmitted by facsimile or e-mail, confirmed in either case by written letter. Such notice or communication shall be deemed to have been given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
A. 6Mistakes in Information
A5 Notices Except as otherwise expressly provided within the Contract, no notice or other communication from one Party to the other shall have any validity under the Contract unless made in writing by or on behalf of the Party concerned.
Information and Inspection Rights The Company covenants and agrees that for so long as an Investor, together with its Affiliates, holds Shares that represent at least seven percent (7%) of the then outstanding Preferred Shares (as defined below) of the Company (calculated on an as-converted basis) (each, a “Major Investor”), the Company shall deliver to such Major Investor; provided that the Board (as defined below) has not reasonably and in good faith determined that such Major Investor is a competitor of the Group Companies that is primarily engaged in discovering and developing first-in-class and best-in-class innovative Precision Biologics-utilizing platform. (the “Competitor”):
(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year (or by such later date as may be approved by the Board (as defined below)), audited annual financial statements of the Company, including a consolidated balance sheet of the Company and each Group Company as at the end of such fiscal year and consolidated statements of income and cash flows of the Company and each Group Company for such year, prepared in accordance with United States generally accepted accounting principles as promulgated by the Financial Accounting Standards Board (“US GAAP”);
(b) as soon as practicable, but in any event within forty five (45) days after the end of each of the first three quarters, unaudited quarterly financial statements of the Company for such period, including an unaudited consolidated balance sheet of the Company and each Group Company as at the end of each such quarterly period and unaudited consolidated statements of income and cash flows of the Company and each Group Company for such period and for the current fiscal year to date, prepared in accordance with the US GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with the US GAAP);
(c) as soon as practicable, but in any event within thirty (30) days after the end of each month, unaudited income statement and statement of cash flows of the Company for such month, prepared in accordance with the US GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with the US GAAP);
(d) as soon as practicable, but in any event not later than thirty (30) days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the upcoming fiscal year; and
(e) such other information relating to the financial condition, business or corporate affairs of the Company as such Major Investor may from time to time reasonably request (the above rights, collectively, the “Information Rights”). For so long as an Investor, together with its Affiliates, holds any Shares, the Company shall deliver to such Investor the financial information set forth in Sections 1.1(a) and 1.1(b) above. The Company further covenants and agrees that each Major Investor shall have the right to, together with its officers, employees, auditors, legal counsel and other agents, inspect the facilities, records and books of the Group Companies at any time during regular working hours on reasonable prior notice to the Company and the right to discuss the business, operation and conditions of the Group Companies with any Group Company’s directors, officers, employees, accounts, legal counsels and investment bankers (the “Inspection Rights”); provided that the Company shall not be obligated in respect of the Inspection Rights if the Board has reasonably and in good faith determined that such Major Investor is a Competitor and shall have no obligation to grant access to a Major Investor with respect to information which the Board reasonably determines in good faith is (i) highly confidential and the disclosure of which to such Major Investor may result in material harm to the Company or (ii) attorney-client privileged and should not, therefore, be disclosed. Each Major Investor shall, during the normal working hours and by giving the Company a fifteen (15) days prior written notice and at its own expense, have the right to audit the books and records of the Group Companies and the Company shall, and shall cause each other Group Company, to cooperate with any Major Investor and its representatives with respect to any such audit; provided, that any Major Investor requesting such audit shall notify all other Major Investors in writing and the other Major Investors shall have the right to participate in such audit by written notice to the initiating Major Investor (the “Audit Rights”); provided, however, that such Audit Rights shall be exercised by Major Investors no more than once during each fiscal year. The Information Rights and the Inspection Rights shall terminate (i) immediately before the consummation of the Company’s first underwritten public offering of its Ordinary Shares (as defined below) under the Securities Act (an “IPO”); (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Restated Articles.
Furnishing of Information and Inspection of Records The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Maintenance and Inspection of Records A. The SERVICE PROVIDER at such times and in such forms as the CITY may require, shall furnish to the CITY such statements, records, reports, data, and information as the CITY may request pertaining to matters covered by this Agreement.
B. The SERVICE PROVIDER shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit, by the CITY, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement.
C. To ensure the CITY’S compliance with the Public Records Act, RCW 42.56, the SERVICE PROVIDER shall retain all books, records, documents and other material relevant to this agreement, for six (6) years after its expiration. The SERVICE PROVIDER agrees that the CITY or its designee shall have full access and right to examine any of said materials at all reasonable times during said period.
Furnishing of Information and Inspection of Receivables The Servicer will furnish to the Administrator and each Purchaser Agent from time to time such information with respect to the Pool Receivables as the Administrator or such Purchaser Agent may reasonably request. The Servicer will, at the Servicer’s expense, at any time during regular business hours with prior written notice (i) permit the Administrator or any Purchaser Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Pool Assets and (B) to visit the offices and properties of the Servicer for the purpose of examining such books and records, and to discuss matters relating to the Pool Receivables, other Pool Assets or the Servicer’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Servicer (provided that representatives of the Servicer are present during such discussions) having knowledge of such matters; provided, that so long as no Termination Event has occurred and is continuing such examinations and visits shall not exceed one (1) per year and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon reasonable prior written notice from the Administrator, permit certified public accountants or other auditors acceptable to the Administrator and the Purchaser Agents to conduct, a review of its books and records with respect to the Pool Receivables; provided, that so long as no Termination Event has occurred and is continuing, the Servicer shall be required to reimburse the Administrator and Purchaser Agents for only one (1) such audit per year. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (i) and clause (ii) above, but the expense of any such additional examination or audit shall be borne by the Administrator and not the Servicer.
Audit and Inspection of Records Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not fewer than five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any Federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts.
1Notices Any notices, consents or other communications required to be sent or given hereunder by any of the parties hereto shall in every case be in writing and shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by facsimile or other means of electronic delivery, with confirmation of transmission, or (c) delivered by Federal Express or other express overnight delivery service, or registered or certified mail, return receipt requested, to the parties at the addresses as set forth below or at such other addresses as may be furnished in writing: To the Company: Authentic Brands LLC 0000 Xxxxx 000 Xxxx Xxxx Xxxx Xxxx, Xxxx 00000 Attention: Xxxx Xxxxx Telephone: 000.000.0000 Facsimile: E-mail: xxxx@xxxxxxxxxxxxxxxx.xxx with copies to: New Coffee Holdings, LLC c/o Sterling Partners 000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Office of the General Counsel Telephone: 000.000.0000 E-mail: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx and: Xxxxx Xxxxxxxxx LLP 000 Xxxxx Xxxxxx Xxxxx Suite 3100 Chicago, Illinois 60606 Attention: Xxxx Xxxxxxx Telephone: 000.000.0000 E-mail: xxxxxxxx@xxxxxxxx.xxx To Recipient: to the address listed on the signature page. or to such other person or address as any party shall specify by notice in writing to the other party. The date of service of such notice shall be deemed to be: (x) the date such notice is delivered by hand, facsimile or other electronic means, (y) one business day following the delivery by express overnight delivery service, or (z) three business days after the date of mailing if sent by certified or registered mail.
3Notices Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by hand delivery, courier or email and is deemed to be given and received: (i) on the date of delivery by hand or courier if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; or (ii) if sent by email on the date of transmission if it is a Business Day and transmission was made prior to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice):
(a) to the Company at: Goodness Growth Holdings, Inc. 000 Xxxxx 0xx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention:Xxxx X. Xxxxxxxx, Chief Executive Officer and Chairman E-mail:[REDACTED] with a copy to: DLA Piper (Canada) LLP 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxxxxx Xxxx / Xxxxx Xxxxxxx E-mail:[REDACTED] and to: DLA Piper LLP (US) 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention:Xxxxxxxxxxx Xxxxxxxx E-mail:[REDACTED]
(b) to the Purchaser at: Verano Holdings Corp. 000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Archos, Chairman and Chief Executive Officer E-mail:[REDACTED] with a copy to: Dentons Canada LLP 00 Xxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention:Xxx Xxxxxx / Xxxx Xxxxxx E-mail:[REDACTED] Rejection or other refusal to accept, or inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.
